Teamstaff Announces Stockholder Terms

Teamstaff Announces Stockholder Terms

TeamStaff, Inc. has announced the terms of its rights offering to existing stockholders to purchase up to $4.2 million of its common stock, resulting in the issuance of up to 3,230,769 shares of common stock.

Under the terms of the rights offering, TeamStaff will distribute to the holders of its common stock as of the record date of April 10, 2012, one non-transferable subscription right for each share of TeamStaff common stock owned by stockholders. Each subscription right will entitle the holder to purchase 0.532 shares of the Company's common stock at a price of $1.30 per share. The Company will not issue fractional shares of common stock in connection with the rights offering. The Company’s Registration Statement on Form S-1 for the rights offering was declared effective on May 2, 2012 by the Securities and Exchange Commission. Mailing of the offering materials to eligible stockholders is expected to begin on May 7, 2012. The subscription period will expire thirty days following the expected mailing date.

The rights offering also includes an over-subscription privilege, which entitles a holder who exercises their basic subscription privilege in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right. However, stockholders will not be entitled to purchase a number of shares in the over-subscription privilege in excess of the number of shares they own as of the record date.

Further, we have also entered into a standby purchase agreement with Wynnefield Capital, Inc. whereby Wynnefield Capital, Inc. (or affiliated assignees) has agreed, subject to the satisfaction of certain closing conditions, to acquire from us in the rights offering the shares of common stock that relate to any rights that remain unexercised following allocation of shares among persons exercising the over-subscription rights.

Mr. Zach Parker, President and CEO of TeamStaff, stated “We are keen to finalize this rights offering to stockholders which will bolster the Company’s capital structure. We remain committed to build value through profitable organic growth while considering strategic acquisitions within our targeted markets.”